African American (AA) women are at increased risk for obesity and the subsequent development of knee OA. A modest weight loss of 5-10% of baseline weight has been shown to reduce pain, functional disability, and improve gait in patients with knee OA. No culturally sensitive comprehensive weight loss programs combining diet and exercise have been developed for AA women with knee OA. We will test the hypothesis that overweight or obese, low socioeconomic (SES), urban AA women with knee OA who participate in a culturally sensitive dietary and physical activity behavior change pilot intervention for 3 months will experience at least a 5% reduction in their baseline body weight. It is also hypothesized that post-intervention 6-minute walking distance will improve compared to baseline. Specific Aim 1: To gain an understanding of behavioral and psychosocial determinants of dietary intake, eating patterns, and physical activity, a review of the literature and discussions with researchers, practitioners, and local community leaders will be performed. Specific Aim 2: Conduct exploratory focus groups to qualitatively evaluate factors that influence fruit/vegetable (F&V), fat intake, calorie-containing beverage consumption (CCB), and physical activity. Specific Aim 3: Develop new or modify existing dietary and physical activity-related educational materials and evaluation instruments for use in the pilot weight loss intervention. Specific Aim 4: Conduct focus groups to pre-test the cultural sensitivity and potential salience of intervention messages and materials. Specific Aim 5: Perform a 3-month pilot intervention to assess weight and maximal walking distance and the feasibility of implementing the culturally sensitive weight loss program. Methodology: A pre-post repeated measures design will be implemented in at least 36 overweight or obese AA women with knee OA. Primary outcomes are % weight change from baseline body weight and % change in 6minute maximum walking distance from baseline. Daily walking distance will be determined using pedometers. Other outcomes include dietary, physical activity, pain, functional ability, and stage of change assessment that will be performed at baseline and 3 months. Long-term goals: Conduct a prospective RCT in overweight or obese, low SES, urban AA women with knee OA utilizing the newly developed culturally sensitive weight loss program, and study the longevity of sustained weight loss.